0000899243-19-010142.txt : 20190405 0000899243-19-010142.hdr.sgml : 20190405 20190405163419 ACCESSION NUMBER: 0000899243-19-010142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190403 FILED AS OF DATE: 20190405 DATE AS OF CHANGE: 20190405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rao Gnaneshwar B. CENTRAL INDEX KEY: 0001450650 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735527 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAGERTY THOMAS M CENTRAL INDEX KEY: 0001058835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735528 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35 FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Great-West Investors LP CENTRAL INDEX KEY: 0001604101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735529 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Operating Partners, L.P. CENTRAL INDEX KEY: 0001429868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735530 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001429869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735531 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (Ceridian) VI, L.P. CENTRAL INDEX KEY: 0001670734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735532 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (Ceridian) V, LLC CENTRAL INDEX KEY: 0001737160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735533 BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Putnam Investments Employees' Securities Co III LLC CENTRAL INDEX KEY: 0001545929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735534 BUSINESS ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 -227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 19735535 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ceridian HCM Holding Inc. CENTRAL INDEX KEY: 0001725057 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 463231686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 952-853-8100 MAIL ADDRESS: STREET 1: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-04-03 0 0001725057 Ceridian HCM Holding Inc. CDAY 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001545929 Putnam Investments Employees' Securities Co III LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON 02110 1 0 1 0 0001737160 THL Equity Fund VI Investors (Ceridian) V, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001670734 THL Equity Fund VI Investors (Ceridian) VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001429869 THL Coinvestment Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001429868 THL Operating Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001604101 Great-West Investors LP C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001058835 HAGERTY THOMAS M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 0 0 0001450650 Rao Gnaneshwar B. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 0 0 Common Stock 2019-04-03 4 S 0 1222142 48.985 D 47234691 I See Footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, Thomas H. Lee Advisors, LLC. Form 2 of 2 THOMAS H. LEE ADVISORS, LLC, By: THL Holdco, LLC, its Managing Member, By: /s/ Charles P. Holden, Title: Managing Director 2019-04-05 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT
                                  Exhibit 99.1

Name and Address of Reporting Person:        Thomas H. Lee Advisors, LLC
                                             c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Footnotes to Form 4

(1) This report is filed by the following Reporting Persons: THL Holdco, LLC
("THL Holdco"), Thomas H. Lee Partners, L.P. ("THL Partners"), Thomas H. Lee
Advisors, LLC ("THL Advisors"), Thomas H. Lee Equity Fund VI, L.P. ("THL Equity
VI"); Thomas H. Lee Parallel Fund VI, L.P. ("Parallel Fund VI"); Thomas H. Lee
Parallel (DT) Fund VI, L.P. ("DT Fund VI"); THL Equity Fund VI Investors
(Ceridian), L.P. ("Ceridian I"); THL Equity Fund VI Investors (Ceridian) II,
L.P. ("Ceridian II"); THL Equity Fund VI Investors (Ceridian) III, LLC
("Ceridian III"); THL Equity Fund VI Investors (Ceridian) IV, LLC ("Ceridian
IV"); THL Equity Fund VI Investors (Ceridian) V, LLC ("Ceridian V"),  THL Equity
Fund VI Investors (Ceridian) VI, LP, ("Ceridian VI" and together with Ceridian
I, Ceridian II, Ceridian III, Ceridian IV and Ceridian V, the "Ceridian Funds");
THL Coinvestment Partners, L.P. ("THL Coinvestment"); THL Operating Partners,
L.P. ("THL Operating"); Great-West Investors, L.P. ("Great-West"); and Putnam
Investments Employees' Securities Company III LLC ("Putnam III") (collectively
with their affiliates, the "THL Funds"); Thomas M. Hagerty; and Gnaneshwar B.
Rao. This Form 4 is in two parts and is jointly filed with the Reporting Persons
in both parts. See Remarks.

(2) THL Holdco is the managing member of THL Advisors, which in turn is the
general partner of THL Partners, which in turn is the general partner of THL
Coinvestment and THL Operating. THL Advisors is attorney in fact for Great-West
Investors LP and Putnam Investments LLC, which is the managing member of Putnam
III with respect to the shares of common stock they hold. THL Equity VI is the
general partner of the Ceridian Funds. Solely for purposes of Section 16 of the
Exchange Act, the THL Funds may be deemed directors by deputization.

(3) Each of the Reporting Persons disclaims beneficial ownership of the
securities listed in this report, and this report shall not be deemed an
admission that the Reporting Person is the beneficial owner of such securities
for the purpose of Section 16 or for any other purpose, except to the extent of
such Reporting Person's pecuniary interest therein.

(4) Represents shares of Common Stock held directly and sold by the following
entities: 351,376 shares sold by THL Equity VI; 237,934 shares sold by Parallel
Fund VI; 41,562 shares sold by DT Fund VI; 355,693 shares sold by Ceridian I;
159,102 shares sold by Ceridian II; 6,235 shares sold by Ceridian III; 8,906
shares sold by Ceridian IV; 1,899 shares sold by Ceridian V; 52,689 shares sold
by Ceridian VI; 2,386 shares sold by THL Coinvestment; 765 shares sold by THL
Operating; 1,798 shares sold by Great-West; and 1,797 shares sold by Putnam III.

(5) Represents shares of Common Stock of the Issuer directly held by the
following entities following the transaction: 13,580,373 shares held by THL
Equity VI; 9,195,905 shares held by Parallel Fund VI; 1,606,340 shares held by
DT Fund VI; 13,747,231 shares held by Ceridian I; 6,149,148 shares held by
Ceridian II; 240,972 shares held by Ceridian III; 344,216 shares held by
Ceridian IV; 73,394 shares held by Ceridian V; 2,036,388 shares held by Ceridian
VI; 92,206 shares held by THL Coinvestment; 29,574 shares held by THL Operating;
69,501 shares held by Great-West; and 69,443 shares held by Putnam III.

(6) Messrs. Hagerty and Rao are Managing Directors of THL Partners.

EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT
                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         THL Equity Fund VI Investors
                                             (Ceridian) V, LLC

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

THL EQUITY FUND VI INVESTORS (CERIDIAN) V, LLC
By: THL Equity Advisors VI, LLC, its Manager
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: April 5, 2019


                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         THL Equity Fund VI Investors
                                             (Ceridian) VI, LP

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

THL EQUITY FUND VI INVESTORS (CERIDIAN) VI, LP
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: April 5, 2019


                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         THL Coinvestment Partners, L.P.

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: April 5, 2019


                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         THL Operating Partners, L.P.

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:


THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: April 5, 2019


                                  Exhibit 99.2

                            Joint Filer Information


Name of Joint Filer:                         Great-West Investors, LP

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden
    Title:  Managing Director

Dated: April 5, 2019


                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         Putnam Investments Employees'
                                             Securities Company III, LLC

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       10% Owner
                                             Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

PUTNAM INVESTMENTS EMPLOYEES' SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its Managing Member
By: Putnam Investments, LLC, its Managing Member
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member


By: /s/ Charles P. Holden
    ---------------------------------
    Name: Charles P. Holden


                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         Thomas M. Hagerty

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

    /s/ Thomas M. Hagerty
    ------------------------------
    Thomas M.  Hagerty

Dated: April 5, 2019


                                  Exhibit 99.2

                            Joint Filer Information

                                  (continued)


Name of Joint Filer:                         Gnaneshwar B. Rao

Address of Joint Filer:                      c/o Thomas H. Lee Partners, L.P.
                                             100 Federal Street, 35th Floor
                                             Boston, MA  02110

Relationship of Joint Filer to Issuer:       Director

Issuer Name and Ticker or Trading Symbol:    Ceridian HCM Holding Inc. [CDAY]

Date of Earliest Transaction Required to be
Reported (Month/Day/Year):                   April 3, 2019

Designated Filer:                            Thomas H. Lee Advisors, LLC


Signature:

    /s/ Gnaneshwar B. Rao
    ------------------------------
    Gnaneshwar B. Rao

Dated: April 5, 2019